8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (date of earliest event reported):
                                November 5, 2004

                               CHEMED CORPORATION
             (Exact name of registrant as specified in its charter)

    Delaware                     1-8351                     31-0791746
(State or other         (Commission File Number)        (I.R.S. Employer
jurisdiction of                                          Identification
 incorporation)                                              Number)

2600 Chemed Center,  255 East 5th Street, Cincinnati, OH          45202
(Address of principal executive offices)                       (Zip Code)

               Registrant's telephone number, including area code:
                                 (513) 762-6900

                                   Page 1 of 2



Item 5.03. Amendments to Articles of Incorporation or By-Laws

      On November 5, 2004, the Board of Directors of Chemed Corporation (the
"Company") amended the Company's By-Laws to restate Section 7.01 in its
entirety. Among other things, the amendment expressly permits the company to
issue shares in uncertified or book- entry form and to issue fractional shares.
A copy of the By-Laws, as amended, is attached as an exhibit hereto.

Item 9.01 Financial Statements and Exhibits

3.01. By-Laws of the Company, as amended effective November 5, 2004.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

                                              CHEMED CORPORATION.

Dated: November 5, 2004                       By: /s/ Arthur V. Tucker, Jr.
                                                  ------------------------------
                                                  Arthur V. Tucker, Jr.
                                                  Vice President and Controller

                                   Page 2 of 2

EX-3.01

                                                                    EXHIBIT 3.01

                                     BY-LAWS
                                       OF
                               CHEMED CORPORATION

                      (As amended through November 5, 2004)



                                     BY-LAWS
                                       OF
                               CHEMED CORPORATION
                            (A DELAWARE CORPORATION)

                                    ARTICLE I
                             MEETING OF STOCKHOLDERS

SECTION 1.01 PLACE. Meetings of stockholders shall be held at such places,
within or without the State of Delaware, as shall be specified in the respective
notices or waivers of notice thereof.

SECTION 1.02. ANNUAL MEETINGS. An annual meeting of stockholders for the
election of directors and the transaction of such other business as may come
before it shall be held at 11:00 o'clock in the forenoon, or at such other hour
as may be stated in the notice thereof, on the third Monday of May in each year
unless such day is a holiday, in which case it shall be held on the next day
following that is not a holiday.

SECTION 1.03. SPECIAL MEETING. Special meetings of stockholders, for any purpose
or purposes, may be called at any time by the Chairman, President or the
Secretary, and shall be called by the Chairman, President or the Secretary upon
the written request of a majority of the Board of Directors or of the holders of
record shares having a majority of the voting power of the stock of the
corporation then entitled to vote for the election of directors, such written
request to state the purpose or purposes of the meeting and to be delivered to
the Chairman, President or the Secretary.

SECTION 1.04. NOTICE AND WAIVER OF NOTICE. Unless otherwise provided by law,
notice of each annual or special meeting of stockholders, stating the time,
place and purpose or purposes thereof, shall be given to each stockholder
entitled to vote at such meeting, not less than ten nor more than fifty days
before the day on which the meeting is to be held, by mailing to such
stockholder, postage prepaid, a notice thereof addressed to him at his last
known post office address appearing on the records of the corporation. Notice of
any meeting of stockholders need not be given to any person who may become a
stockholder of record after the record date for such meeting fixed pursuant to
Section 7.03, nor to any person who shall attend the meeting in person or by
proxy nor to any stockholder who shall sign a waiver of such notice in writing
either before, after or at the time of such meeting. Except as otherwise
provided by law, notice of any adjourned meeting of stockholders need not be
given.



SECTION 1.05. LIST OF STOCKHOLDERS. The Secretary, or other officer of the
corporation who has charge of the stock ledger of the corporation, shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at such meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to such
meeting, either at a place within the city where such meeting is to be held,
which place shall be specified in the notice of such meeting, or, if not so
specified, at the place such meeting is to be held, and such list shall be
produced and kept at the time and place of such meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

SECTION 1.06. QUORUM. At all meetings of stockholders, the holders of record,
present in person or by proxy, of shares having a majority of the voting power
of the stock of the corporation entitled to vote thereat, shall be necessary and
sufficient to constitute a quorum for the transaction of business. In the
absence of a quorum, the holders of record of shares having a majority of the
voting power of the stock of the corporation represented in person or by proxy
at the time and place of the meeting, or of any adjournment thereof, may adjourn
the meeting from time to time, without notice other than announcement at the
time and place of such meeting or adjournment, until a quorum shall be present.
At any adjourned session of any such meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed.

SECTION 1.07. VOTING. When a quorum is present at any meeting of stockholders,
the vote of the holders of shares having a majority of the voting power of the
stock of the corporation represented and entitled to vote at such meeting shall
decide any question brought before such meeting unless the question is one upon
which, by express provision of law or of the Certificate of Incorporation of
these By-Laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.

Each stockholder shall at every meeting of stockholders be entitled to one vote
for each share of the capital stock of the corporation registered in such
stockholder's name on the books of the corporation at the record date fixed as
provided in Section 7.03. A stockholder may vote either in person or by proxy,
but no proxy shall be voted or acted upon after one year from its date.





SECTION 1.08. Consent in lieu of meeting. Any action required or permitted to be
taken at a meeting of stockholders may be taken without a meeting, without prior
notice and without a vote, if consents in writing, setting forth the action so
taken, shall be signed by the holders of record of shares having not less than
the minimum voting power that would be necessary to take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

                                   ARTICLE II
                                    DIRECTORS

SECTION 2.01. NUMBER. The number of directors which shall constitute the whole
Board of Directors shall be no fewer than three nor more than forty. The first
Board of Directors shall consist of three directors. Thereafter, within the
minimum and maximum above specified, the number of directors which shall
constitute the whole Board of Directors shall be determined by resolution of the
Board of Directors or, in the absence thereof, shall be the number of directors
elected at the preceding annual meeting of stockholders.

SECTION 2.02. ELECTION; QUALIFICATIONS. Directors shall be elected at each
annual meeting of stockholders, and may also be elected as provided in Section
2.04 of this Article. Directors shall be chosen by a plurality of the votes
cast. Directors need not be stockholders of the corporation.

SECTION 2.03. TERM OF OFFICE. Each director shall serve until his successor is
elected and qualified, or until his death, resignation, disqualification or
removal.

SECTION 2.04. RESIGNATIONS; REMOVALS; FILLING OF VACANCIES. Any director may
resign at any time by giving notice of such resignation to the Board of
Directors, the Chairman, the President or the Secretary. Unless otherwise
specified in such notice, such resignation shall be effective upon receipt of
such notice by the Board of Directors or such officer. Any director may be
removed at any time, either for or without cause, by vote of the holders of
shares having a majority of the voting power of the stock of the corporation
entitled to vote for the election of directors.

Vacancies in the Board of Directors, whether caused by resignation, removal,
death or any other reason, and newly created directorships resulting from any
increase in the authorized number of directors, may be filled either by majority

                                        3



vote of the directors then remaining in office (whether or not sufficient in
number to constitute a quorum), or by a sole remaining director, or by a
plurality of the votes cast at a meeting of stockholders held for that purpose.
In the event that one or more directors shall resign from the Board, effective
at a future date, a majority of the directors then in office, including those
who have so resigned effective at a future date, shall have power to fill the
vacancy or vacancies which will result when such resignation or resignations
become effective, the vote thereon to take effect when such resignation or
resignations become effective.

SECTION 2.05. POWERS. The business and affairs of the corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law or by the
Certificate of Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.

SECTION 2.06. CHAIRMAN. The Board of Directors may elect from its members a
Chairman of the Board who shall serve until the next annual election of
directors, or until his death, resignation, disqualification or removal. The
Chairman of the Board shall perform such duties and have such powers as from
time to time may be assigned to him by the Board of Directors. The Chairman may
resign at any time by giving notice of such resignation to the Board of
Directors. Unless otherwise specified in such notice, such resignation shall be
effective upon receipt of such notice by the Board of Directors. The Chairman of
the Board may be removed from such position at any time, either for or without
cause, by the affirmative vote of a majority of the whole Board of Directors. In
the event that the position of Chairman of the Board becomes vacant for any
reason, the Chairman of the Company shall assume the position of Chairman of the
Board.

                                   ARTICLE III
                       MEETINGS OF THE BOARD OF DIRECTORS

SECTION 3.01. PLACE. Meetings of directors, both regular and special, may be
either within or without the State of Delaware.

SECTION 3.02. ANNUAL AND REGULAR MEETINGS. The annual meeting of the Board of
Directors for the election of officers, and for the transaction of such business
as may be deemed desirable by the directors present, shall be held in each year
immediately following the annual meeting of stockholders, at the place of such

                                        4


meeting, or at such time and place as the retiring Board of Directors may have
designated. If the annual meeting of the Board of Directors is so held, no
notice thereof need be given. If the annual meeting of the Board of Directors
shall not be so held in any year, such meeting shall be held as soon after the
annual meeting of stockholders as practicable, upon notice as required for
special meetings of the Board of Directors under Section 3.03. The Board of
Directors from time to time may provide for the holding of regular meetings and
fix the times and places of such meetings, and no notice need be given of
regular meetings held at the times and places so fixed.

SECTION 3.03. SPECIAL MEETINGS AND NOTICE THEREOF; WAIVER OF NOTICE. Special
meetings of the Board of Directors may be called at any time by the Chairman of
the Board, the Chairman, the President or the Secretary, and shall be called by
the Chairman, the President or the Secretary upon the written request of any two
directors, such written request to state the purpose or purposes of the meeting
and to be delivered to the Chairman, the President or the Secretary. Notice of
each special meeting of the Board of Directors shall, be mailed to each
director, postage prepaid, addressed to him at his residence or his usual place
of business, at least two days before the day on which the meeting is to be
held, or shall be sent to him at such place by telegram, radio or cable or shall
be telephoned or delivered to him personally not later than the day before the
meeting is to be held. Notice of any special meeting need not be given to any
director who shall attend such meeting in person or who shall waive notice
thereof in writing or by telegram, radio or cable, either before, after or at
the time of such meeting. Except as otherwise provided by law, notice of any
adjourned meeting of the Board of Directors need not be given.

SECTION 3.04. QUORUM. At each meeting of the Board of Directors (subject to the
provision of Section 2.04 regarding the filing of vacancies), the presence of a
majority of the total number of directors constituting the whole Board of
Directors shall constitute a quorum for the transaction of business. Except as
otherwise provided in these By-Laws, the vote of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum, a majority of the directors
present at the time and place of any meeting or of any adjournment thereof (or
if only one director be present, then that one) may adjourn the meeting from
time to time, without notice other than announcement at the time and place of
such meeting or adjournment, until a quorum shall be present. At any adjourned
session of any such meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
noticed.

SECTION 3.05. CONSENT IN LIEU OF MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent thereto in writing and the writing

                                        5


or writings are filed with the minutes of proceedings of the Board of
Directors.

SECTION 3.06. PARTICIPATION BY TELEPHONE. Directors may participate in any
meeting of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other, and such participation shall constitute such
directors' presence at such meeting.

                                   ARTICLE IV
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

SECTION 4.01. CREATION OF COMMITTEE. The Board of Directors may, by action of a
majority of the whole Board of Directors, designate an Executive Committee
and/or one or more other committees, each consisting of two or more directors.

SECTION 4.02. POWERS OF COMMITTEE. Subject to any limitations imposed by law or
by resolution adopted by a majority of the whole Board of Directors, the
Executive Committee shall have and may exercise, when the Board of Directors is
not in session, all power and authority of the Board of Directors in the
management of the business and affairs of the corporation, except any power or
authority in reference to (a) amending the Certificate of Incorporation, (b)
approving an agreement of merger or consolidation, (c) recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, (d) approving the dissolution of the
corporation or the revocation of a dissolution, (e) altering, amending or
repealing these By-Laws, (f) declaring a dividend or authorizing any other
distribution to the stockholders, (g) authorizing the issuance of capital stock
of the corporation, or any rights, options or warrants to acquire the same,
except pursuant to a plan previously approved by the Board of Directors, (h)
designating any committee of the Board of Directors or appointing or removing a
member of any committee designated by the Board of Directors, (i) filling
vacancies on the Board of Directors, or (j) electing or removing the Chairman of
the Board or an officer of the Corporation. Each other committee shall have and
may exercise, when the Board of Directors is not in session, such powers, not
exceeding those which may be granted to the Executive Committee, as the Board of
Directors shall confer.

SECTION 4.03. MEETINGS AND PROCEEDINGS. Except as otherwise provided in these
By-Laws or by resolutions of the Board of Directors, each committee shall adopt
its own rules governing the conduct of its proceedings. All action by any
committee shall be reported to the Board of Directors at the next meeting
thereof and shall be subject to revision and alteration by the Board of

                                        6



Directors, provided that no such revision or alteration shall affect the rights
of third parties. At each meeting of any committee, the presence of a majority
of the total number of members constituting the committee shall constitute a
quorum for the transaction of business. The vote of a majority of the members of
the committee present any meeting at which a quorum is present shall be the
action of the committee.

SECTION 4.04. TERM OF OFFICE; RESIGNATIONS; REMOVALS; FILLING OF VACANCIES. The
term of office of a member of a committee shall be as provided in the resolution
of the Board of Directors designating the committee or designating him as a
member but shall not exceed his term of office as a director. If prior to the
end of his term of office as a member of a committee a member should cease to be
a director, he shall cease to be a member of the committee. Any member of any
committee may resign at any time by giving notice of such resignation to the
Board of Directors, the Chairman, the President or the Secretary. Unless
otherwise specified in such notice, such resignation shall be effective upon
receipt of such notice by the Board of Directors or such officer. Any member of
any committee may be removed at any time from such committee, either for or
without cause, by action of a majority of the whole Board of Directors.
Vacancies in any committee may be filled by the Board of Directors by action of
a majority of the whole Board of Directors.

                                    ARTICLE V
                                    OFFICERS

SECTION 5.01. ELECTION; NUMBER; QUALIFICATIONS; TERM. The officers of the
corporation shall be elected by a majority of the whole Board of Directors, and
shall include a Chairman, a President, one or more Executive Vice Presidents,
one or more Senior Vice Presidents, one or more Vice Presidents, a Secretary,
one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers
and such other officers as may be elected in the discretion of the Board of
Directors. Any two or more offices may be held by the same person. Officers need
not be directors or stockholders of the corporation. Each officer shall hold
office until his successor is elected and qualified, or until his death,
resignation, disqualification or removal.

SECTION 5.02. POWERS AND DUTIES IN GENERAL. In addition to the powers and duties
prescribed by these By-Laws, the officers and assistant officers shall have such
powers and duties as are usually incident to their respective offices, subject
to the control of the Board of Directors.

SECTION 5.03. THE CHAIRMAN. The Chairman of the corporation shall be the chief
executive officer of the corporation. Subject to the control of the Board of

                                       7

Directors, the Chairman shall have general charge of the business and affairs
of the corporation and general supervision of its officers and agents and shall
preside at all meetings of stockholders and of the Board of Directors at which
he shall be present.

SECTION 5.04. THE PRESIDENT. The President shall, during any absence of the
Chairman, preside at meetings of the stockholders and carry out all of the
duties of the Chairman, he shall preside at meetings of the Board of Directors
and make any necessary appointments of members of committees of the Board. He
shall also perform such other duties as may be assigned to him by the Chairman
or the Board of Directors and he shall prepare and present reports to the Board
concerning the state of the corporation's business and affairs. The Board may
designate one of the other officers of the corporation to perform the duties of
the President in his absence.

SECTION 5.05. THE VICE PRESIDENTS. An Executive Vice President, a Senior Vice
President or a Vice President shall perform such duties as from time to time may
be assigned to him by the Chairman, the President or by the Board of Directors
or by any committee thereunto authorized.

SECTION 5.06. THE SECRETARY. The Secretary shall cause the minutes of all
proceedings of the stockholders and the Board of Directors to be recorded in the
minutes book of the corporation, shall cause all notices to be duly given in
accordance with the provisions of these By-Laws and as required by law, and
shall have charge and custody of the records and the seal of the corporation.

SECTION 5.07. THE TREASURER. The Treasurer shall have charge and custody of the
corporate funds and securities, shall keep full and accurate accounts of
receipts and disbursements, shall deposit all monies and other valuable effects
in the name and to the credit of the corporation in such depositories as may be
designated in accordance with these By-Laws, and shall render a report and
account of the transactions of the corporation and of the financial condition of
the corporation whenever so required by the Board of Directors or the Chairman.

SECTION 5.08. RESIGNATIONS; REMOVALS; FILLING OF VACANCIES. Any officer may
resign at any time by giving notice of such resignation to the Board of
Directors, the Chairman, the President or the Secretary. Unless otherwise
specified in such notice, such resignation shall be effective upon receipt of
such notice by the Board of Directors or such officer. Any officer may be
removed at any time, either for or without cause, by action of a majority of the
whole Board of Directors.

                                       8


SECTION 5.09. BONDING. None of the officers, assistant officers or other
employees, agents or representatives of the corporation shall be required to
give bond unless the Board of Directors shall in its discretion require any such
bond or bonds. Any bond so required shall be payable to the corporation in such
amount and with such conditions and security as the Board of Directors may
require.

                                   ARTICLE VI
                     INSTRUMENTS, DEPOSITS, CHECKS, PROXIES

SECTION 6.01. EXECUTION OF INSTRUMENTS. The Chairman, the President or any Vice
President may enter into any contract or execute and deliver any instrument
(including, but not limited to, any check, bill of exchange, order for the
payment of money, promissory note, acceptance, evidence of indebtedness or proxy
to vote with respect to shares of stock of another corporation owned by or
standing in the name of the corporation) in the name and on behalf of the
corporation, subject to the control of the Board of Directors. The Board of
Directors may authorize any officer, employee or agent to enter into any
contract or execute and deliver any such instrument in the name and on behalf of
the corporation, and such authorization may be general or confined to specific
instances. To the extent authorized by the Board of Directors, the signature of
any such person may be a facsimile.

6.02. DEPOSITS. Monies and other valuable effects of the corporation may be
deposited from time to time to the credit of the corporation with such
depositories as may be selected by the Board of Directors or by any committee,
officer or agent of the corporation to whom power of selection may be delegated
from time to time by the Board of Directors.

                                   ARTICLE VII
                     STOCK CERTIFICATES; REGISTERED HOLDERS

SECTION 7.01. ISSUANCE; SIGNATURES. Every holder of stock of the corporation
shall be entitled, in the Corporation's discretion, to have a certificated or
uncertificated evidence of ownership. All certificates shall be signed by, or in
the name of the corporation by, the Chairman, the President or a Vice President,

                                       9

and by either the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, of the corporation certifying the number of shares or
fractional interest therein owned by him in the corporation. If such certificate
is countersigned by a transfer agent other than the corporation or one of its
employees, or a registrar other than the corporation or its employees, any other
signature on the certificate may be a facsimile. Stock certificates or
uncertificated shares shall be in such form as shall be approved by the Board of
Directors.

SECTION 7.02. CONTINUING VALIDITY OF SIGNATURES. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon any such certificate shall cease to be such officer, transfer agent or
registrar, whether because of death, resignation or otherwise, before such
certificate is issued, such certificate may nevertheless be issued by the
corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

SECTION 7.03. RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive any dividend payment, distribution or
allotment of rights, or entitled to exercise rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
and only such stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of or to be present or to vote at such
meeting or any adjournment thereof, or to express such consent, or to receive
such payment, distribution or allotment, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.

SECTION 7.04. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to have the rights of a stockholder with respect thereto, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.

SECTION 7.05. LOST CERTIFICATES. When any certificate of stock is alleged to
have been lost, destroyed or wrongfully taken the corporation shall issue a new
certificate if the owner (a) so requests before the corporation has notice that
the certificate has been acquired by a bona fide purchaser, (b) files with the
corporation a sufficient indemnity bond and (c) satisfies any other reasonable

                                       10


requirements imposed by the corporation. The Board of Directors may waive the
requirement of any such indemnity bond.

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.01. OFFICES. The principal office of the corporation in the State of
Delaware shall be at No. 100 West Tenth Street, Wilmington, Delaware. The
corporation may also have offices at other places within or without the State of
Delaware.

SECTION 8.02. FISCAL YEAR. The fiscal year of the corporation shall begin on the
1st day of January in each year, and shall end on the 31st day of December in
such year.

SECTION 8.03. SEAL. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced.

SECTION 8.04. COMPENSATION OF DIRECTORS. The Board of Directors shall have
authority to fix the compensation of directors (including the Chairman). The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and/or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of committees may be allowed like
compensation for attending committee meetings.

SECTION 8.05. COMPENSATION OF OFFICERS AND EMPLOYEES. The compensation of
officers and, to the extent the Board of Directors shall deem advisable, the
compensation of all other employees, agents and representatives of the
corporation shall be fixed by the Board of Directors or in accordance with
procedures adopted by it. Compensation may be contingent and/or measured in
whole or in part by the profits of the corporation and its subsidiaries or a
segment thereof. Bonuses, other extra or incentive compensation, deferred
compensation and retirement benefits may be paid. Such amounts may be payable in
cash, stock of the corporation or other property. The Board of Directors may
delegate the authority contained in this section to such directors, officers,
employees or agents of the corporation as the Board of Directors deems
advisable.

                                       11



SECTION 8.06. AMENDMENT OF BY-LAWS. The By-Laws may be altered, amended or
repealed from time to time, and new By-Laws may be made and adopted, by action
of a majority of the whole Board of Directors or by the stockholders.

                                   ARTICLE IX
                                 INDEMNIFICATION

SECTION 9.01. RIGHT TO INDEMNIFICATION. The corporation shall to the fullest
extent permitted by applicable law as then in effect indemnify each person (the
"Indemnitee") who was or is involved in any manner (including, without
limitation, as a party or a witness) or its threatened to be made so involved in
any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (including
without limitation, any action, suit or proceeding by, or in the right of, the
corporation to procure a judgment in its favor)(a "Proceeding") by reason of the
fact that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise (including,
without limitation, any employee benefit plan) against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to receive
payment in advance of any expenses incurred by the Indemnitee in connection with
such Proceeding, consistent with the provisions of applicable law as then in
effect.

SECTION 9.02. INSURANCE, CONTRACTS AND FUNDING. The corporation may purchase and
maintain insurance to protect itself and any Indemnitee against any expenses,
judgments, fines and amounts paid in settlement as specified in Section 9.01 of
this Article or incurred by any Indemnitee in connection with any Proceeding
referred to in Section 9.01 of this Article, to the fullest extent permitted by
applicable law as then in effect. The corporation may enter into contracts with
any director or officer of the corporation in furtherance of the provisions of
this Article and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided in
this Article.

SECTION 9.03 INDEMNIFICATION; NOT EXCLUSIVE RIGHT. The right of indemnification
provided in this Article shall not be exclusive of any other rights to which
those seeking indemnification may otherwise be entitled, and the provisions of
this Article shall inure to the benefit of the heirs and legal representatives
of any person entitled to indemnification under this Article and shall be

                                       12


applicable to Proceedings commenced or continuing after the adoption of this
Article, whether arising from acts or omissions occurring before or after such
adoption.

SECTION 9.04. ADVANCEMENT OF EXPENSES; PROCEDURES; PRESUMPTIONS AND EFFECT OF
CERTAIN PROCEEDINGS; REMEDIES. In furtherance, but not in limitation of the
foregoing provisions, the following procedures, presumptions and remedies shall
apply with respect to advancement of expenses and the right to indemnification
under this Article:

(a) ADVANCEMENT OF EXPENSES. All reasonable expenses incurred by or on behalf of
the Indemnitee in connection with any Proceeding shall be advanced to the
Indemnitee by the corporation within 20 days after the receipt by the
corporation of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or on
behalf of the Indemnitee to repay the amounts advanced if it should ultimately
be determined that the Indemnitee is not entitled to be indemnified against such
expenses pursuant to this Article.

(b) PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. (i) To obtain
indemnification under this Article, an Indemnitee shall submit to the Secretary
of the corporation a written request, including such documentation and
information as is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification (the "Supporting Documentation").
The determination of the Indemnitee's entitlement to indemnification shall be
made not later than 60 days after receipt by the corporation of the written
request for indemnification together with the Supporting Documentation. The
Secretary of the corporation shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that the Indemnitee
has requested indemnification.

(ii) The Indemnitee's entitlement to indemnification under this Article shall be
determined in one of the following ways: (a) by a majority vote of the
Disinterested Directors (as hereinafter defined), if they constitute a quorum of
the Board of Directors; (b) by a written opinion of Independent Counsel (as
hereinafter defined), if (x) a Change of Control (as hereinafter defined) shall
have occurred and the Indemnitee so requests or (y) a quorum of the Board of
Directors consisting of Disinterested Directors is not obtainable or, even if
obtainable, a majority of such Disinterested Directors so directs; (c) by the
stockholders of the corporation (but only if a majority of the Disinterested

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Directors, if they constitute a quorum of the Board of Directors, presents the
issue of entitlement to indemnification to the stockholders for their
determination); or (d) as provided in Section 9.04(c).

(iii) In the event the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 9.04(b)(ii), a majority of the
Disinterested Directors shall select the Independent Counsel, but only an
Independent Counsel to which the Indemnitee does not reasonably object;
provided, however, that if a Change of Control shall have occurred, the
Indemnitee shall select such Independent Counsel, but only an Independent
Counsel to which the Board of Directors does not reasonably object.

(c) PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS. Except as otherwise
expressly provided in this Article, the Indemnitee shall be presumed to be
entitled to indemnification under this Article upon submission of a request for
indemnification together with the Supporting Documentation in accordance with
Section 9.04(b)(i), and thereafter the corporation shall have the burden of
proof to overcome that presumption in reaching a contrary determination. In any
event, if the person or persons empowered under Section 9.04(b) to determine
entitlement to indemnification shall not have been appointed or shall not have
made a determination within 60 days after receipt by the corporation of the
request therefor together with the Supporting Documentation, the Indemnitee
shall be deemed to be entitled to indemnification and the Indemnitee shall be
entitled to such indemnification unless (a) the Indemnitee misrepresented or
failed to disclose a material fact in making the request for indemnification or
in the Supporting Documentation or (b) such indemnification is prohibited by
law. The termination of any Proceeding described in Section 9.01, or of any
claim, issue or matter therein, by judgment, order settlement or conviction, or
upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself,
adversely affect the right of the Indemnitee to indemnification or create a
presumption that the Indemnitee did not act in good faith and in a manner which
he reasonably believed to be in or not apposed to the best interests of the
corporation or, with respect to any criminal Proceeding, that the Indemnitee had
reasonable cause to believe that his conduct was unlawful.

(d) REMEDIES OF INDEMNITEE. (i) In the event that a determination is made
pursuant to Section 9.04(b) that the Indemnitee is not entitled to
indemnification under this Article, (a) the Indemnitee shall be entitled to seek
an adjudication of his entitlement to such indemnification either, at the
Indemnitee's sole option, in (x) an appropriate court of the State of Delaware
or any other court of competent jurisdiction or (y) an arbitration to be

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conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association; (b) any such judicial proceeding or arbitration shall
be DE NOVE and the Indemnitee shall not be prejudiced by reason of such adverse
determination; and (c) in any such judicial proceeding or arbitration the
corporation shall have the burden of proving that the Indemnitee is not entitled
to indemnification under this Article.

(ii) If a determination shall have been made or deemed to have been made,
pursuant to Section 9.04(b) or (c), that the Indemnitee is entitled to
indemnification, the corporation shall be obligated to pay the amounts
constituting such indemnification within five days after such determination has
been made or deemed to have been made and shall be conclusively bound by such
determination unless (a) the Indemnitee misrepresented or failed to disclose a
material fact in making the request for indemnification or in the Supporting
Documentation or (b) such indemnification is prohibited by law. In the event
that (c) advancement of expenses is not timely made pursuant to Section 9.04 (a)
or (d) payment of indemnification is not made within five days after a
determination of entitlement to indemnification has been made or deemed to have
been made pursuant to Section 9.04(b) or (c), the Indemnitee shall be entitled
to seek judicial enforcement of the corporation's obligation to pay to the
Indemnitee such advancement of expenses or indemnification. Notwithstanding the
foregoing, the corporation may bring an action, in an appropriate court in the
State of Delaware or any other court of competent jurisdiction, contesting the
right of the Indemnitee to receive indemnification hereunder due to the
occurrence of an event described in subclause (a) or (b) of this clause (ii) (a
"Disqualifying Event"); provided, however, that in any such action the
corporation shall have the burden of proving the occurrence of such
Disqualifying Event.

(iii) The corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 9.04(d) that the
procedures and presumptions of this Article are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the corporation is bound by all the provisions of this Article.

(iv) In the event that the Indemnitee, pursuant to this Section 9.04(d), seeks a
judicial adjudication of or an award in arbitration to enforce his rights under,
or to recover damages for breach of, this Article, the Indemnitee shall be
entitled to recover from the corporation, and shall be indemnified by the
corporation against, any expenses actually and reasonably incurred by him if the
Indemnitee prevails in such judicial adjudication or arbitration. If it shall be
determined in such judicial adjudication or arbitration that the Indemnitee is
entitled to receive part but not all of the indemnification or advancement of

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expenses sought, the expenses incurred by the Indemnitee in connection with
such judicial adjudication or arbitration shall be prorated accordingly.

(e) DEFINITIONS. For the purpose of this Section 9.04: (i) "Change in Control"
means a change in control of the corporation of a nature that would be required
to be reported in response to Item 6(e) of Section 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or
not the corporation is then subject to such reporting requirement; provided
that, without limitation, such a change in control shall be deemed to have
occurred if (a) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the corporation representing
5 percent or more of the combined voting power of the corporation's then
outstanding securities without the prior approval of at least two-thirds of the
members of the Board of Directors in office immediately prior to such
acquisition; (b) the corporation is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
in office immediately prior to such transaction or event constitute less than a
majority of the Board of Directors thereafter; or (c) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including for this purpose and new director whose
election or nomination for election by the corporation's stockholders was
approved by a vote of at least a majority of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors.

(ii) "Disinterested Director" means a director of the corporation who is not or
was not a party to the Proceeding in respect of which indemnification is sought
by the Indemnitee. (iii) "Independent Counsel" means a law firm or a member of a
law firm that neither presently is, nor in the past five years has been,
retained to represent: (i) the corporation or the Indemnitee in any matter
material to either such party or (ii) any other party to the Proceeding giving
rise to a claim for indemnification under this Article. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any person who,
under the applicable standards of professional conduct then prevailing under the
law of the State of Delaware, would have a conflict of interest in representing
either the corporation or the Indemnitee in an action to determine the
Indemnitee's rights under this Article.

SECTION 9.05. SEVERABILITY. If any provision or provisions of this Article shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)

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the validity, legality and enforceability of the remaining provisions of this
Article (including, without limitation, all portions of any paragraph of this
Article containing any such provisions held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any paragraph of this Article containing any such provision held to
be invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.

SECTION 9.06. AMENDMENT. No provision of this Article shall be amended
retroactively. In no case shall any amendment of this Article occur without
thirty days' advance written notice to all Indemnitees.

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